Bylaws
CONTINGENCY PLANNERS OF OHIO
P.O. Box 340825
Columbus, OH 43234
ASSOCIATION BYLAWS
As amended December 2004
Approved June 2005
Table of Contents
ARTICLE I - NAME
Section 1 - Incorporation
Section 2 - Copyrights
Section 3 - Disclaimer of Endorsement
ARTICLE II - FOUNDING PRINCIPLES
Section 1 - Terminology
Section 2 - Objectives
Section 3 - Code Of Ethics
ARTICLE III - MEMBERSHIP
Section 1 - Classification Of Membership
Section 2 - Member Rights And Entitlements
Section 3 - Membership Dues
ARTICLE IV - MEETINGS
Section 1 - Membership Meetings
Section 2 - Parliamentary Authority
Section 3 - Voting
ARTICLE V - ADMINISTRATIVE POSITIONS
Section 1 - Executive Council
Section 2 - Qualifications
Section 3 - Method Of Selection
Section 4 - Term Of Office
Section 5 - Vacancy In Elected Offices
Section 6 - Removal Of An Officer
ARTICLE VI - ADMINISTRATIVE DUTIES
Section 1 - Executive Council
Section 2 - President
Section 3 - Vice-President
Section 4 - Treasurer
Section 5 - System Information Coordinator
Section 6 - Program Director
ARTICLE VII - COMMITTEES
Section 1 - Standing Committees
Section 2 - Ad Hoc Committees
ARTICLE VIII - BYLAWS
ARTICLE I - NAME
Incorporation
The Contingency Planners of OHIO is a not-for-profit organization incorporated by and under the laws of the state of Ohio.
At such time as this organization should be dissolved, any moneys remaining after all debts are paid shall be distributed as directed by the then current Executive Council, but shall not entitle any member to share or interest in the funds of the organization.
Copyrights
The name Contingency Planners of OHIO, the initials CPO, and the organization logo are copyright protected.
Disclaimer of endorsement
No individual member or group of members representing the Contingency Planners of OHIO shall have authority to endorse or recommend any product, service, or organization in the name of Contingency Planners of OHIO unless so authorized by the Executive Council in accordance with these Bylaws.
ARTICLE II - FOUNDING PRINCIPLES
The Contingency Planners of OHIO will herein be known as CPO.
The terms 'Contingency Planning," "Business Resumption Planning," "Business Continuity Planning," "Disaster Recovery Planning," and any other related terminology will herein be referred to simply as Contingency Planning.
The phrases "members in good standing", "CPO Members", "Members", and "Member Status" all refer to individuals with the full membership classification, rights, and entitlements as defined in these Bylaws.
The phrases "Regular Meetings" and "General Membership Meetings" refer to the normally scheduled monthly meetings.
The term "Roundtable Discussions" refers to times when a formal presentation is replaced with open-topic discussions during Regular Meetings of the CPO general membership.
CPO shall provide an organized forum for the free exchange of information, experiences, ideas, and methodology relating to Contingency Planning.
CPO shall provide educational presentations on topics related to Contingency Planning and of general interest to its membership.
Code of Ethics
All members, guest, and presentation speakers in conjunction or connection with any and all CPO activities shall:
Abide by the Bylaws and policies of CPO.
Keep confidential anything of sensitive or proprietary nature.
Properly register at all CPO meetings and activities.
Conduct themselves and their activities in a professional business manner.
Not engage in sales activities, solicitation, or personnel recruiting unless both members are willing to participate in the exchange.
Not conduct any other activity contrary to the purpose and objectives of CPO.
Not distribute any materials or post displays of any kind, without the approval of the Executive Council.
Be prohibited from the use of the CPO General Membership List, Conference Mailing List, or any other contact list or subset thereof, except for CPO business.
Restrict use of CPO proprietary documents to the use of CPO as defined by the Bylaws and the Executive Council.
Vendors and or consultants asked to speak during any type of meeting should present without selling their products.
Vendors/Consultants will be provided the opportunity to display their brochures for anyone who may be interested.
The Executive Council shall serve as a Review Board in matters of violation of the Code of Ethics, and upon majority vote shall have the power to revoke an individual's Member Status.
ARTICLE III - MEMBERSHIP
Classification of Membership
CPO membership is available to any individual with an interest in Contingency Planning, and shall not be restricted by race or color, sex, age, religious affiliation, physical challenges (handicap), or national origin.
Member Status is granted upon payment of all current dues and fees. Members whose dues are delinquent shall forfeit Member Status.
CPO Members agree to be bound by these Bylaws and Code of Ethics.
Member Rights and Entitlements
Member Status entitles the individual to notification via the monthly newsletter and the CPO website of the time, date, and location of all general membership meetings.
Member Status entitles the individual to CPO Member discounts on any CPO sponsored event or merchandise if available.
Member Status entitles the individual to vote on general issues and the election of officers.
Upon receipt of renewal or first-time Member Status, individuals in good standing are entitled to a copy of the CPO General Membership List. A copy is also available for review on the CPO website.
New members are entitled to a copy of the CPO Bylaws. If any changes are made to the Bylaws, all members are entitled to view an updated version of the Bylaws once approved upon the CPO website. Copies will be sent via US Mail upon written request.
Membership shall not entitle any member to any share or interest in the funds of the organization.
Member Status entitles the individual to serve on committees as appropriate.
Dues
The term of membership for which dues are paid shall be consistent with the fiscal year of the organization. The fiscal year of this organization shall be from 1 January to 31 December of each year.
Dues shall be established annually, at a level sufficient to cover the administrative costs of the organization.
Dues shall be paid by 31 March and thereafter considered delinquent. Delinquent members will have all membership entitlements, including the newsletter, suspended until they again become members in good standing.
Three types of memberships will be offered:
General Membership: This membership is for all members except those that qualify for a retiree or student membership.
Retiree Membership: This membership will be offered at a 30% discount of the current annual membership fee. The requirement for this membership is the member must no longer be actively involved in a paid Contingency Planning role.
Student Membership: This membership will be offered at an annual membership fee of $10.00. The requirement for this type of membership is the student must be enrolled as a full time student within a recognized learning institution.
ARTICLE IV - MEETINGS
Membership Meetings
CPO shall conduct Regular Meetings, held each month, open to all CPO Members.
These Regular Meetings are also open and free-of-charge to occasional visitors and guests. Any guest or visitor wishing to attend a second regular meeting will be asked to join the association.
The dates and times for these Regular Meetings shall be established annually by the regional Membership it serves.
The location for the Regular Meetings will vary depending on sponsorship by a Member's company, the presentation speaker, and / or CPO.
One Contingency Planning related conference per year, sponsored by CPO, may replace one Regular Meeting.
Due to inclement weather, a meeting may be canceled by the Program Director.
Authority
Rules contained in the current edition of Robert's Rules Of Order, Newly Revised shall govern the proceedings of this organization in all cases not provided for in these Bylaws.
Voting
Individuals with CPO Member Status shall have the right to vote on any issue put before the body assembly of the organization provided they are registered and in attendance at the business meeting.
Voting may be counted by voice, by show of hands, or by ballot in all decisions except the normal election of CPO Officers, which must be by official ballot.
All voting decisions shall result from a simple majority vote of CPO Members present, unless otherwise indicated in these Bylaws.
ARTICLE V - ADMINISTRATIVE POSITIONS
Council
The Executive Council will be comprised of the currently elected officers (President, Vice-President, Treasurer, System Information Coordinator and Program Directors) plus the immediate past President.
The immediate past President is limited to an advisory role and may only cast tie-breaking votes in normal Executive Council decisions, but will have one full vote in the Removal of an Officer.
A simple majority is required for quorum and voting in normal Executive Council decisions.
Candidates for President and Vice President must have previously served one term within the Executive Council.
Candidates for CPO officers must be a member in good standing as of the date of their nomination.
The members of an Elections Committee (see Standing Committees) shall be established prior to the August Regular meeting.
Qualified members seeking election to CPO office should notify the Elections Committee of their intentions.
The Elections Committee shall ensure that members seeking CPO office fulfill all qualifications defined in these Bylaws.
Acceptance of candidates shall be closed on September 15th.
A member may only serve in one office at a time. If nominated for more than one office, the member may decide which office they would like to be considered for.
The offices of President, Vice-President, Treasurer, and System Information Coordinator shall be elected by the full CPO Membership, while the offices of regional Program Directors shall be elected by the regional Membership served.
At the Regular Meetings in August the members of the Elections Committee are identified. If at the September meeting, it is determined that fewer than two members seek any one CPO office, the Elections Committee may actively request an individual to seek office.
The Newsletter for August and September shall identify the members of the Elections Committee, the qualified members seeking office, and the closing date for accepting candidates.
When acceptance of candidates for office is closed (see above), the Elections Committee shall be responsible for preparing the ballots, on which names shall be listed in alphabetical order by office.
The Elections Committee shall announce the roster of candidates seeking CPO office in the Monthly newsletter and on the website.
The Elections Committee shall distribute one individual ballot to each individual with full Member Status.
Voting members shall indicate their choice on their ballot.
The Elections Committee shall then collect and count the ballots.
The election results shall be based on a simple majority vote.
The Elections Committee shall announce the results during the Annual Conference. Any Member has the right to request a re-counting of the ballots at that time.
The Elections Committee shall be responsible for the destruction of the ballots after the meeting.
Election results shall be included in the Newsletter.
The term of office shall consist of one year coincident with the calendar year.
In case of vacancy in elected offices, the remaining Executive Council shall at the next Regular Meeting, nominate individual(s) for appointment.
The nominations for appointment must then be accepted by a simple majority vote of the Members present.
Complaints or a request for investigation may be made by any Member, to all members of the Executive Council.
Following their investigation, the Executive Council shall vote and determine by simple majority whether to continue with the removal process.
At the next Regular Meeting, the Executive Council must state that a Membership vote on the removal of the CPO officer shall be held during the next Regular meeting. This information must be included in the Newsletter.
At that next Regular Meeting, the officer in question has the right to address the membership immediately prior to the vote. The result shall be determined by a simple majority vote of present individuals with Member Status.
ARTICLE VI - ADMINISTRATIVE DUTIES
The business of CPO shall be managed by the Executive Council.
Bank accounts in the name of CPO shall be established and maintained as directed by the Executive Council and these Bylaws. Signatory authority for all accounts, which may be established, shall reside with the current President and Treasurer.
The CPO General Membership List, Conference Mailing List, and any other contact list or subset may not be provided to anyone except as directed by the Executive Council and these Bylaws.
Upon leaving any CPO office, that individual is required to collect all materials related to that office and deliver them to any current Executive Council member.
The elected President shall, in addition to the duties of the Executive Council, perform the following functions:
- Act as the primary interface with all outside organizations, with exceptions as directed by the Executive Council and these Bylaws.
- Preside at all Executive Council meetings.
- Coordinate advertisement for CPO as appropriate, including but not limited to, follow-up with new attendees at meetings, telephone calls to nonmembers, and letters to potential new members.
- Have and exercise general charge and supervision of the Officers of the organization.
- Be the source of all official copies of CPO historical and administrative records, documents, and publications.
- Ensure the distribution of published entitlements to the General Membership, and the distribution of materials for the Executive Council. (business cards, brochures, letterhead, and envelopes).
- Ensure reasonable notification of Executive Council and General Membership meetings.
- Be restricted to the role of an ex officio member of all CPO committees, and only vote in tie breaking situations.
The elected Vice-President shall, in addition to the duties of the Executive Council, perform the following functions:
- Ensure the Newsletter is edited and distributed to members.
- Attend and keep minutes of all Executive Council meetings.
- In absence of the President, have full exercise of all rights and powers of the President.
The elected Treasurer shall, in addition to the duties of the Executive Council, perform the following functions:
- Provide supervision of CPO financial affairs and perform all standard duties incident to the Office of Treasurer.
- Disburse funds of CPO as are required in the authorized conduct of CPO affairs and activities. No funds are to be considered authorized without prior approval via the budgeting process.
- Provide for the custody and safekeeping of all Securities of CPO.
- Prepare and provide quarterly financial statements to the Executive Council and to the General Membership upon request.
- File an annual statement with the State of Ohio and any other governing body, in accordance and compliance with the law, to preserve the not-for-profit status of this organization.
The elected Systems Information Coordinator shall, in addition to the duties of the Executive Council, perform the following functions:
- Update and maintain the CPO website
- Update and maintain the CPO database records
- Ensure the integrity of the CPO website and database.
- Issue invoices
- Issue receipts for all payments received
- Print labels
- Develop and distribute membership directory
- Provide computer systems support as needed
- Provide member names and addresses to third parties as approved by Executive Council
- Distribute surveys and emails to members as requested
This position may be co-chaired when desired.
One Program Director, with all the rights and privileges should be elected to each geographic region served by an officially established Regular Meeting of CPO. This position may be co-chaired when desired.
These elected Program Directors shall, in addition to the duties of the Executive Council, perform the following functions:
- Be responsible for the program format of all Regular Meetings.
- Be responsible for the arrangement of speakers, panels, and topics to be presented at Regular Meetings. Such arrangements must include no less than one and no more than three "Roundtable Discussions" per year.
- Coordinate meeting locations and directions with any outside organizations hosting Regular Meetings, and provide such information to the newsletter editor for distribution.
- Maintain, along with the Vice-President, historical reference and future plans of all Regular Meeting locations, topics, and presentation speakers.Be responsible for maintaining the attendance records and certificates.
ARTICLE VII - COMMITTEES
Standing Committees serve to fulfill specific CPO functions, which occur on a continuous basis or at regular pre-defined intervals. The individuals serving on these committees may change, but the function and definition of the committee does not.
These committees shall consist solely of individuals with Member Status, who have volunteered during a regular meeting or who have accepted appointment by the Executive Council.
The Elections Committee
The Elections Committee shall consist of three individuals with Member Status, but shall not include any member seeking office in the current CPO election. The committee should be chaired by a current or past officer of CPO not seeking election when possible. Exceptions may be approved by Executive Council.
This committee shall be responsible for executing elections of CPO officers in the manner defined in these Bylaws.
The Conference Committee
The Conference Committee shall consist of no less than five members in good standing, and should include a current CPO officer.
This committee will have the authority to plan and execute any CPO sponsored conference, as requested by the Executive Council and the general membership.
For every CPO conference, this committee is required to submit a budget for approval, and final financial balance statements to the Executive Council.
Special Ad Hoc committees
May be created by the Executive Council as deemed essential to the business and well-being of CPO. These committees shall consist solely of individuals with Member Status, who have volunteered during a regular meeting or who have accepted appointment by the Executive Council.
These committees shall have the vested authority to complete their specific task without a requirement to bring decisions before the general membership for vote, but shall be held to the controls and procedures as defined by the Executive Council and these Bylaws. Such committees shall cease to function when their specific task has been completed.
ARTICLE VIII - BYLAWS
Copies of proposed changes to the Bylaws must be provided to the members of the Executive Council thirty days prior to the vote. An Ad-hoc committee may be established by the Executive Council to update Bylaws.
An announcement that changes to the Bylaws are being proposed must be made to the general membership, and copies of the proposed changes provided upon request, thirty days prior to the vote.
These Bylaws may then be amended by a two-thirds (2/3) majority vote of those present and eligible to vote, at any Regular Meeting.
This document shall take effect immediately upon its passage by the membership, and supersede all constitutions and bylaws previously adopted.
Proposed December 2004
Approved June 2005